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Reference copy. This page reflects the current standard terms of the Drezar Unlimited License. Your personalized agreement — with your name, the beat purchased, and the purchase date — is generated automatically by BeatStars at checkout.
This Non-Exclusive Unlimited License Agreement (the "Agreement") is entered into by and between Drezar, p/k/a Drezar (the "Producer" or "Licensor"), and the purchasing customer (the "Licensee" or "You"), effective as of the date of purchase (the "Effective Date"). This Agreement sets forth the terms and conditions of the Licensee's use of, and the rights granted in, the Producer's instrumental music file (the "Beat"), in consideration of the Licensee's payment of $199.95 (the "License Fee"), on a so-called "Unlimited License" basis. This Agreement is issued solely in connection with and for the Licensee's use of the Beat pursuant to and subject to all terms and conditions set forth herein.
1. License Fee
The Licensee shall make payment of the License Fee to Licensor on the date of this Agreement. All rights granted to Licensee by Producer in the Beat are conditional upon Licensee's timely payment of the License Fee. The License Fee is a one-time payment for the rights granted to Licensee, and this Agreement is not valid until the License Fee has been paid.
2. Delivery of the Beat
- Licensor agrees to deliver the Beat as a high-quality WAV, MP3 and Track Stems, as such terms are understood in the music industry.
- Licensor shall use commercially reasonable efforts to deliver the Beat to Licensee immediately after payment of the License Fee is made. Licensee will receive the Beat via email, to the email address Licensee provided to Licensor.
3. Term
The Term of this Agreement shall be ten (10) years, and this license shall expire on the ten (10) year anniversary of the Effective Date.
4. Use of the Beat
- In consideration for Licensee's payment of the License Fee, the Producer hereby grants Licensee a limited, non-exclusive, nontransferable license and the right to incorporate, include and/or use the Beat in the preparation of one (1) new song, or to incorporate the Beat into a new piece of instrumental music created by the Licensee. Licensee may create the new song or new instrumental music by recording written lyrics over the Beat and/or by incorporating portions/samples of the Beat into pre-existing instrumental music written, produced and/or owned by Licensee. The new song or piece of instrumental music created by the Licensee which incorporates some or all of the Beat shall be referred to as the "New Song". Permission is granted to Licensee to modify the arrangement, length, tempo, or pitch of the Beat in preparation of the New Song for public release.
- This License grants Licensee a worldwide, non-exclusive license to use the Beat as incorporated in the New Song in the manners and for the purposes expressly provided for herein, subject to the sale restrictions, limitations and prohibited uses stated in this Agreement. Licensee acknowledges and agrees that any and all rights granted in the Beat pursuant to this Agreement are on a NON-EXCLUSIVE basis, and Producer shall continue to license the Beat upon the same or similar terms to other potential third-party licensees.
- The New Song may be used for any promotional purposes, including but not limited to a release in single format, inclusion in a mixtape or free compilation of music bundled together (EP or album), and/or promotional, non-monetized digital streaming.
- Licensee may perform the New Song publicly for-profit and for unlimited non-profit performances, including but not limited to a live performance (concert, festival, nightclub, etc.), on terrestrial or satellite radio, and/or on the internet via third-party streaming services (Spotify, YouTube, iTunes Radio, etc.). The New Song may be played on an unlimited number of terrestrial or satellite radio stations.
- The Licensee may use the New Song in synchronization with an unlimited number of audiovisual works, each no longer than five (5) minutes in length (each a "Video"). If the New Song itself is longer than five (5) minutes, a Video may not play for longer than the length of the New Song. Each Video may be broadcast on any television network and/or uploaded to the internet for digital streaming and/or free download, including but not limited to on YouTube and/or Vevo. Producer grants no other synchronization rights to Licensee.
- The Licensee may make the New Song available for sale in physical and/or digital form with unlimited downloads/physical music products, unlimited monetized audio streams, unlimited monetized video streams, unlimited non-monetized video streams and unlimited free downloads. The New Song may be sold as a single and/or included in a compilation (EP or full-length Album), via digital retailers for permanent digital download and/or physical format (CD, vinyl). For clarity, the Licensee does NOT have the right to sell the Beat in the form it was delivered. The Licensee must create a New Song for its rights under this provision to vest — any sale of the Beat in its original form is a material breach of this Agreement.
5. Royalties
Subject to Licensee's compliance with this Agreement, Licensee shall not be required to account for or pay to Producer any royalties, fees, or monies paid to or collected by the Licensee (expressly excluding mechanical royalties), or which would otherwise be payable to Producer in connection with the use/exploitation of the New Song as set forth in this Agreement.
6. Restrictions on the Use of the Beat
- The rights granted to Licensee are NON-TRANSFERABLE, and Licensee may not transfer or assign any of its rights hereunder to any third party.
- The Licensee shall not synchronize, or permit third parties to synchronize, the Beat or New Song with any audiovisual works except as expressly provided for in Section 4(c) above. This restriction includes, but is not limited to, use in television, commercials, film/movies, theatrical works, video games, and any other form on the Internet not expressly permitted herein.
- The Licensee shall not have the right to license or sublicense any use of the Beat or New Song, in whole or in part, for so-called "samples".
- Licensee shall not engage in any unlawful copying, streaming, duplicating, selling, lending, renting, hiring, broadcasting, uploading, or downloading to any database, servers, computers, peer-to-peer sharing, or other file-sharing services, posting on websites, or distribution of the Beat in the form, or substantially similar form, as delivered to Licensee. Licensee may send the Beat file to any individual musician, engineer, studio manager or other people working on the New Song.
- The Licensee is expressly prohibited from registering the Beat and/or New Song with any Content Identification system, service provider, music distributor, record label or digital aggregator (for example TuneCore or CD Baby, and any other provider of user-generated content identification services). This restriction exists to prevent Licensee from receiving a copyright infringement takedown notice from a third party who also holds a non-exclusive license to use the Beat. The Beat has already been tagged for Content ID by Producer as a pre-emptive measure to protect all interested parties. Failure to adhere to this policy is a violation of this License and may result in the license being revoked without notice or compensation.
- As applicable to both the underlying composition and the master recording of the Beat: (i) the parties acknowledge the New Song is a "derivative work" as that term is used in the U.S. Copyright Act; (ii) there is no intention to create a joint work; and (iii) there is no intention by Licensor to grant any rights in any other derivative works created by other third-party licensees.
7. Ownership
- The Producer is and shall remain the sole owner and holder of all rights, title, and interest in the Beat, including all copyrights to the sound recording and the underlying musical composition. Nothing herein constitutes an assignment of those rights to Licensee. Licensee may not, under any circumstances, register or attempt to register the New Song and/or the Beat with the U.S. Copyright Office — that right is strictly limited to Producer. Licensee will, upon request, execute and deliver any documents Producer deems necessary to evidence Producer's rights hereunder, and grants Producer the right as attorney-in-fact to execute such documents if Licensee fails to do so within five (5) days of request.
- For the avoidance of doubt, Licensee does not own the master or sound recording rights in the New Song — only the license to use the Beat in the New Song and to commercially exploit the New Song per this Agreement. Licensee does, however, own the lyrics or other original musical components of the New Song written or composed solely by Licensee.
8. Publishing Split
With respect to the publishing rights and ownership of the underlying composition embodied in the New Song, Licensee and Producer agree the underlying composition shall be owned/split as follows:
- Licensee owns 50% of the writer's share.
- André Siqueira Eliazar de Carvalho (BMI 876197680) owns 50% of the writer's share.
- Producer shall own, control and administer 100% of the Publisher's Share of the underlying composition.
- If Licensee wishes to register their interest in the underlying composition with their Performing Rights Organization (PRO), Licensee must simultaneously register Producer's 50% writer's share and 50% Publisher's Share interest.
9. Acceptance
Licensee shall be deemed to have signed, affirmed and ratified acceptance of this Agreement by virtue of payment of the License Fee and electronic acceptance of these terms at the time of payment.
10. Mechanical License
If any composition recorded in the New Song is written, composed, owned or controlled — in whole or in part — by Producer (a "Controlled Composition"), Producer agrees to issue mechanical licenses in respect of each Controlled Composition embodied in the New Song. For U.S. and Canada sales, Licensee will pay mechanical royalties at 100% of the minimum statutory rate, with no cap for albums/EPs. Outside the U.S. and Canada, the rate shall be the rate prevailing on an industry-wide basis in the country concerned.
11. Credit
Licensee shall use best efforts to have Producer credited as "producer" and given appropriate production and songwriting credit on all formats (CDs, records, music video, digital labels, liner notes, album covers, etc.) embodying the New Song. Licensee shall check all proofs for accuracy of credit and use best efforts to cure any mistakes. Credit shall be given in substantially the form: "Produced by Drezar."
12. Termination for Breach
Unlike the Basic, Standard and Trackout Licenses, the Unlimited License carries no buy-back option. Licensor may only terminate this Agreement prior to the expiration of the Term in the event of a material breach by Licensee, provided Licensor gives written notice and Licensee fails to cure the breach within five (5) business days of receipt of such notice. In the event of termination due to an uncured material breach, Licensee must immediately cease use of the Beat and remove the New Song from all digital and physical distribution channels.
13. Breach by Licensee
- Licensee has five (5) business days from receipt of written notice from Producer to cure any alleged breach. Failure to cure within that window results in default, breach of this Agreement, and, at Producer's discretion, termination of Licensee's rights hereunder.
- If Licensee commercially exploits or sells the Beat/New Song outside the terms of this Agreement, Licensee shall be liable to Producer for damages equal to all monies received in connection with such unauthorized exploitation.
- Licensee agrees that a breach or threatened breach of this Agreement may give rise to irreparable injury to Producer not adequately compensable by damages. Producer may seek a temporary restraining order and preliminary injunction, in addition to any other available legal or equitable remedy, including recovery of damages, court costs, litigation expenses and reasonable attorneys' fees.
14. Warranties, Representations & Indemnification
Licensee agrees that Licensor has made no guarantee that the Beat fits any particular creative or musical purpose. The Beat and underlying composition are licensed "as is," without warranties of any kind or fitness for a particular purpose. Each party shall indemnify and hold the other harmless from third-party claims, liabilities, costs, losses, damages or expenses arising from a breach of that party's warranties or obligations under this Agreement, provided the non-defaulting party gives prompt written notice and the right to participate in the defense.
15. Miscellaneous
This Agreement constitutes the entire understanding between the parties and may only be altered by written instrument (email sufficient) signed by both parties. It supersedes all prior agreements, oral or written. If any provision is held void or invalid, the remainder of the Agreement remains in effect. This Agreement is governed by the laws of the State of California, United States, and the exclusive jurisdiction and venue for any dispute shall be the state or federal courts located in California. Notices shall be in writing, sent by registered or certified mail or expedited delivery service. You acknowledge that you have been advised of the significant importance of retaining independent legal counsel to review this Agreement, and that you have had the unrestricted opportunity to do so. If you do not sign this Agreement, your review of these terms and payment of the License Fee shall serve as your signature and acceptance.